Awake
by C.A. Connor
Summary: After a night out, 2-D awakes with a familiar face next to him, and very little memory of what happened the night before. A 2Nu fic. Rated M for strong language and sexual content.
1. Chapter 1

_A/N: So, one day, I was nostalgically flipping through songs from my teen years on youtube, and in the suggestion list was a backstory-of-Gorillaz vid. I clicked and was hooked. I had no idea Jamie Hewlett had created this incredibly nuanced, complex mythos around these characters and I was totally enthralled with the world he'd made. I started reading through articles and listening to interviews and I could not get enough._

 _To counteract the stress of a job switch, I started writing a bit of a smutty one-off, just to escape. I love the character of 2-D; he's such a beautiful mess. I've come across a ton of 2nu fics where Noodle is this virginal innocent, and I don't think she's painted that way at all in the world of Gorillaz. So I wanted to write a fic that put her in control, because she's bad-ass, and I feel like if a 2nu was gonna happen, she'd be the one to start it. I set the story right after the Strobelite video, because that night looked like a ton of fun._

 _And I made it super-smutty because damnit, I love writing smut._

 **Awake**

The fog of sleep lifted slowly as 2-D awoke to the hint of light filtering in through the tattered curtains hung carelessly across his window. As he began the muddy trip back to consciousness, he gradually became aware of an ache in his head and the scent of marijuana assaulting his nostrils. He slung an arm across his eyes and groaned slightly, his tongue tasting of cardboard and the medicinal residue left behind after a night of drinking. Reluctantly, he shifted his arm and cracked open an eye. He stared at the ceiling, noting a blurry, grayish cobweb in the corner above his bed.

Unimpressed with the view, 2-D's eye slid shut again, and he realized he couldn't remember getting into bed last night. Or the trip home. Or leaving the club. _Shit,_ he thought bitterly, as he began sifting through his thoughts to determine what he could remember.

He remembered the cab ride to the club. He and Murdoc had stuffed themselves into the back seat with Noodle sandwiched between them. Russel's massive frame in the front seat had blotted out the streetlights as the cabbie had woven recklessly in and out of traffic at a terrifying speed. He could picture their arrival at the club, where they'd jumped the line after Murdoc discretely slipped a bouncer a baggie full of some unknown, powdery substance. He could recall the four of them taking up residence in a booth together. The neon colours and strobe lights had pulsed and flashed frenetically like an epileptic nightmare, and 2-D clearly remembered being grateful that his eyes no longer registered the full intensity of light.

Then… hmm. There were definitely drinks. Gin and tonics for him, maybe five or six of them? Certainly a couple of beers. He could picture the towering, fruity concoctions Noodle had repeatedly ordered. He remembered her tucking the umbrella from one such drink playfully behind his ear. Oh, and dancing! Flipping through the mental Polaroids his brain had captured over the night, he could vividly recall a moment when some song had come on, Noodle had squealed with delight, and his eyes had followed her as she skipped out onto the dance floor. Moments later, she had gestured for him to join her, and by that point, he'd downed enough drinks to eagerly comply. A lot of dancing followed. He could distinctly remember thinking about how much bloody fun it was to give in to the music with such an enthusiastic partner. In his memory, it felt like he and Noodle had danced for hours, showing each other their best moves, trying to outdo each other with outlandish steps and ridiculous contortions. In fact, he had no real memory of anything else around him at that period, just he and Noodle having the time of their lives.

Wait. Scratch that. Tightly squeezing his eyes shut with concentration, he vaguely remembered catching sight of Murdoc in conversation with some mustachioed guy in a fez. The two men had exchanged something… try as he might, 2-D couldn't recall if he'd seen what it was. He did know that it was only shortly after that when Murdoc had slid onto the dance floor and offered him a tab of something. 2-D groaned inwardly. The fact that the rest of the night melted into a technicolor smudge right after that told him he'd taken Murdoc up on the offer.

Everything after that was a void. _Damnit, I am getting too old for this,_ he thought ruefully. He reached under the covers to scratch an itch and felt his elbow nudge something warm and soft next to him. He froze. _Shit, shit, shit,_ he panicked. 2-D swallowed and took a deep breath. Then he cracked open an eye and shifted his gaze to the side, careful not to move his head at all.

The soft warm thing was most definitely a woman. She slept on her side, her back to him and her head jammed under a pillow. _I musta been snoring,_ he thought with embarrassment. The blankets were tucked around her just below her hips, and he took advantage of his position to stare unabashedly at her. His eyes followed the curve of her hip where it rose from the blankets. She didn't appear to be wearing anything on her lower half other than something black and lacy for underwear, and the sight of it made him want to lick his lips. He slid his gaze along her body, noting the t-shirt she wore had slid up enough to expose the small of her back. The t-shirt looked familiar to him. Was it one of his?

 _Nicely done, Stu,_ he congratulated himself. Man, it had been quite a while since he'd awoken like this, with a hangover building, an obliterated night, and an unknown woman in his bed. Sure, those sorts of wake-up calls had been common years ago, when they'd found themselves young and wealthy in LA. Being upgraded to a have after a lifetime of being a have-not, 2-D had swiftly lost himself in new drugs, new women, and alcohol that cost more per glass than his first apartment. But such hedonistic indulgences had been far less frequent lately, particularly when it came to women. He'd chalked it up to getting older, looking for something with more substance than he used to. Even so, he was not about to pass up what at first glance appeared to be a beautiful creature breathing softly next to him. Besides, he reasoned, it _had_ been a while.

But how to proceed? If she was some groupie who'd passed out next to him, it didn't feel right to just jump her. If her memory of last night was as absent as his was, she might be on the verge of waking up full of regret and bolting when she saw where she was. Or who she was with. _Just because she's here, doesn't mean she fancies a tumble now,_ he told himself. Maybe he could gently wake her and hope for the best? Hesitantly, he reached a hand out and cupped her hip, rubbing a thumb back and forth across the thin lacy band of her undergarment. It took a minute, but the woman began to stir.

A hand emerged from beneath the blanket and she stretched an arm out in front of her. From beneath the pillow came a barely audible, "Mmmmmm". She completed the stretch and reached behind her lazily, her hand seeking out and finding 2-D's backside and pulling him towards her.

2-D grinned at the warm welcome, scooting his body towards her as his bedmate simultaneously wiggled backwards, her curvaceous rear end pressing against his growing morning erection. His breath hitched slightly as he slid his hand from the woman's hip across her stomach, her skin supple and soft beneath his palm.

The woman moved her hand from behind 2-D to the arm he had wrapped around her, and with a maddening slowness, she lightly ran her nails down his forearm before covering his hand with her own. He shivered involuntarily. She began to guide his hand beneath the t-shirt she wore and upward, until he was cupping her breast.

He sucked in a breath as he felt her nipple stiffen beneath his touch. God, she smelled good. Running out of willpower, he pulled her back towards the mattress and reached for the pillow still obstructing his view. _Please, let her face be as hot as her body,_ he prayed silently. He offered a low, "mornin', love," as he took the pillow and tossed it aside.

And froze.

"Morning yourself," purred a familiar voice. Green, almond-shaped eyes stared back at him.

At the sound of her voice, his brain began functioning again and he leaped back from her as though she were on fire. "Noodle!" he squeaked, scrambling to the opposite side of the bed and backing into the wall. He looked down at his bare chest and suddenly felt exposed. He grabbed the sheet and drew it up around his neck like a hysterical housewife who'd spotted a mouse. The move exposed Noodle's bare legs, and his eyes travelled the long, lean length of her before he could stop himself. "Shit, I'm sorry, I- I'm sorry," he sputtered, squeezing his eyes shut tightly. "Shit, shit, shit… Noods, I am so sorry, I didn't know that was you, and I… I mean, I would never… damnit, why did you… fuck, I am really, really sorry, I just…" 2-D could feel a mounting panic, and stopped to catch his breath. Then he waited.

There was no response. The silence in the room was unnerving, and he finally cracked open one eye, half-hoping to find that Noodle had silently slunk away.

She hadn't.

Instead, she was lying right where he'd left her, looking up at him with a strange smirk on her face. "Are you done?" she finally asked.

He swallowed and opened both eyes. "Um… yes?" he returned weakly.

"Can I talk now?" she asked.

His eyes shifted nervously to her shapely legs and back to her face. "Could you, um…" he coughed nervously. Why was he suddenly an awkward teenager asking someone for a date? "Could you maybe get dressed first?"

She snickered, staring at him so intensely he struggled to hold her gaze. Then she indulged in a long, full-body stretch, purring like a panther. "No," she said simply.

"N-no?" He was beginning to feel increasingly like a man caught walking on the freeway, trying to dodge traffic, and having no idea which step might be his last.

Again, she stared him down. "You can't just wind me up and make me leave, 'D." She began edging closer to him.

2-D could feel his heart pounding in his ears. "What?!" he blurted. "No, Noodle… we can't! You need to… Jesus, Noodle, are you mad? You can't be here! We can't! You've got to…"

She rolled her eyes. "And why can't we?"

"What?" he rasped. "Why can't we? Well, because…" His voice died in his throat. Five seconds ago he'd been able to think of about four thousand reasons why this was a bad idea. Under the heat of her emerald eyes, though, he was struggling to think of even one. "You… because, uh… you know, we…"

Noodle laid back and propped herself up on an elbow, cocking one knee and running her hand along her thigh. "Don't you find me attractive?" she asked with a leonine grin.

Beads of sweat began to form along the singer's brow as he watched her slender fingers travel up and down her leg. "You're beautiful," he murmured without thinking. A spark flared in her eyes and he quickly shook his head. "That's not the point," he hurriedly continued, looking everywhere but at her. "We're not supposed to. You know… the band an' all that..." As though emphasizing his point, a thud came from the room above them, and a fresh wave of terror struck 2-D. "Oh Jesus," he blurted. "Russ'll kill me. Like actually kill me!" He scrambled off the bed and stumbled around the room in his briefs, tossing aside empty cans and crumpled take-away boxes, sifting through plastic bags and dirty socks until he found a pair of tattered jeans. He yanked them on and stood in the centre of the room, looking horrified. "You gotta go," he pled, wringing his hands. "Noods, you gotta go!"

The guitarist rolled her eyes, then rose slowly from the bed and began padding towards 2-D, her hips swaying sensuously, deliberately. 2-D wished his heart would quit slamming against his ribcage. She moved until she was directly in front of him, at which point she stood on her tiptoes so her lips were at his ear. He balled his hands into fists to keep himself from wrapping them around her, and closed his eyes to block out her stunning features. "Just know," she hissed into his ear. "I want you."

With that, she pivoted and made her way to the door. She reached for the doorknob, then paused for a moment to look back at the singer. He was standing with his eyes closed and his mouth hanging open, his forehead creased like he was trying to solve a calculus problem in his head. She smirked, opened the door, and disappeared into the hallway.


	2. Chapter 2

As a teenager in boarding school, 2-D had once set a paper bag full of dog crap on fire and left it outside his least favourite teacher's office. The class tattle tale had snitched on him, and as punishment, he'd been made to sit at a desk in a utility closet and write the lines " _I will not light feces on fire"_ over and over, for three days straight. It had been torture.

But the utility closet seemed like paradise compared to the week he'd been having.

It had been five days since he'd awoken next to Noodle. Five long, agonizing days, during which time his entire being had been taken over by thoughts of the guitarist. Every time he closed his eyes, he saw flashes of her silhouetted against the dim light of his room; his flesh tingled with the memories of how her skin felt beneath his. She was the first thing he thought of when he woke up in the morning and the last thing he thought about before falling into fitful sleep at night. He was completely consumed by thoughts of her, and it was driving him crazy. He couldn't concentrate on anything.

The first night, he'd thrown back a fistful of painkillers shortly before dawn in an attempt to shut off his brain. He'd awoken in a cold, clammy sweat, and three hours late for band practice. The next two nights he'd gotten blind, stinking drunk, and wound up expelling everything from his body _except_ his tangled thoughts of Noodle. Last night, he'd tried weed, but that had only seemed to make him hyper-focused on the topic, with an added bonus of paranoia that Murdoc and Russel knew what he'd done and were planning to beat the hell out of him at any minute.

So tonight he was just going with peppermint tea. Peppermint tea and a lot of cigarettes.

Noodle wasn't helping the situation at all. In fact, she seemed to be making it her life's mission to entice him. He was positive her clothes had gotten tighter and more revealing in the past week. She'd been prancing around the house in shorts that he suspected were just boy-cut underwear. She would drop things in front of him when no one else was around, then smirk at him before bending down to pick the dropped object up, pointing her rear end in his direction. Any time she passed anywhere near him, she would find some reason to discreetly brush up against him with as much body contact as she could manage.

At some point, 2-D had been sitting alone in the kitchen slouched over a bowl of cereal when Noodle had actually sashayed into the kitchen after a shower, wearing just a towel and dripping wet. She'd hemmed and hawed in front of the open refrigerator as long as she could, the towel slipping and shifting, revealing tantalizing swathes of damp skin. With her back to the singer, she couldn't see the hungry look he indulged in as he remembered the smell of her, the feel of that skin. The whole scene had come to an inglorious end however, when Russel had walked in, stopped cold, and turned his face away, barking, "Aw, Noodle girl, go put some damn clothes on!" Snapped out of his lustful thoughts by the drummer's booming baritone, 2-D had promptly knocked over his tea and watched woefully as the mug hit the kitchen floor and shattered.

Frowning, Russel had looked down at the porcelain shards then back at 2-D, before taking a seat at the table. "Shit, D', you need to calm down, man," he had chided, reaching for the day's paper.

Alone in his room, 2-D took a long drag on his cigarette and stared at the blank notebook page in front of him. A week ago, Murdoc had given him the rough melody of a song and had taken the unusual step of asking him to come up with some lyrics. Since his encounter with Noodle, however, everything 2-D had tried to write had come out as either angst-filled teenage drivel, or vaguely pornographic. With any other song, Murdoc probably wouldn't have minded the pornographic stuff, but with this one, it didn't suit the music. And the Satanist was running out of patience.

2-D bit his lower lip and scribbled a few lines of lyrics. Then he scanned back over the freshly-written words, rolled his eyes, and tore the page from the notebook, crumpling it up and tossing it into an ever-growing pile of balled-up pages in a corner. He took a pull on his cigarette, then in a sudden burst of frustration, threw the whole notebook across the room, grinding out an irritated "fuck!" as the notebook careened off the wall and knocked an ashtray off an end table.

This was ridiculous. He had to go talk to Noodle, to explain to her why the two of them would never work as a couple; she'd give up her nonsense idea, see his point, and his life could go back to being what he thought of as "normal". He'd write an incredible song and avoid a beat-down from Muds. It was a flawless plan. All he had to do was work out what he wanted to say to Noodle to set things straight, and he'd be home free.

"So what do I wanna say to her…" he muttered to himself, slowly inhaling his cigarette.

 _That you want her too, dumbass,_ a little voice inside him instinctively replied.

2-D squeezed his eyes shut and rubbed at his temples. "… shit," he growled to no one. It didn't take much soul-searching to know the little voice was right. He flopped backwards on his bed and blew smoke at the ceiling, watching it swirl and spiral and dissipate. How the hell had it happened? One minute she'd been the kid sister who tagged along with him everywhere, the next minute, she was a glorious woman he'd find himself staring at far longer than he should. She'd gone to Japan after the Plastic Beach disaster as a scrappy kid and come back profoundly changed. The physical changes were the most obvious: she'd shot up about a foot in height, her legs long and lean, her breasts and hips filling out… 2-D felt warm just thinking about it. She no longer showed up to perform in jeans and running shoes; the first time she'd strutted on stage in a pair of thigh-high stiletto boots, he'd immediately forgotten all the words to all the songs he'd ever learned. But there were other things too. Less tangible things… the liquid way she moved, the confidence she exuded, the way she proudly embraced her quirks, the sultry depth she brought to their music now… he sighed. He'd blinked and she'd suddenly become everything he'd ever wanted in a woman.

And _she_ wanted _him_. She knew who he was, backwards and forwards, and she still wanted him.

He inhaled deeply from his dwindling cigarette, listening to the quiet pops of it burning in the silence. The fact that they wanted each other made no difference: the whole thing was a bad idea… wasn't it? 2-D sat up and exhaled a stream of smoke from his nostrils, idly noticing a hole in his sock as he mulled things over. _I've known her since she was a child_ , he chastised himself. _Doesn't wanting her make me a creep?_ Besides, band mates getting involved was a terrible idea: if things fell apart between two of them, the band would fall apart, and then what would he do? Music was his heartbeat, and the band was his means to produce that beat.

His mouth filled with a foul taste and he realized he'd smoked his cigarette down to the filter. He stubbed it out with irritation and rubbed at his temples. "Just go do it, Stu," he mumbled to himself. "Get off your backside and do it. Then this whole sodding problem will go away, and I can get some goddammn sleep." Feeling a renewed sense of determination, he stood with conviction and balled his fists. "Just gotta do it," he breathed to himself. "Gotta talk to her. She'll understand."

He marched to his bedroom door, pulled it open, and strode down the hall.


	3. Chapter 3

2-D's conviction and confidence lasted until the second he rapped his knuckles across Noodle's bedroom door. As soon as the sound of the knock reached his ears, he panicked. S _hit, shit, what am I doing? Oh God, this is a bad idea…_ He was suddenly overwhelmed with anxiety and on the verge of fleeing when a voice from the other side of the door called out, "Yeah?"

"Uh…um…" 2-D took a deep breath, struggling to remember why he was at the door in the first place. "It's uh… me…"

From the other side came the sound of shuffling and something shifting before a lilting voice sang out, "Come in!"

2-D closed his eyes for a moment, reminded himself why he was there, and walked inside with what he hoped looked like confidence. The room had a dim, reddish glow to it, and he saw that Noodle had thrown scarves over several of the lamps in the room. Ornate, outsized furniture occupied several of the corners, but the singer's attention was drawn almost immediately to the futon in the centre of the room, and the woman sprawled atop it.

Noodle sat with her back against the wall at the head of the bed, a huge pair of headphones around her neck. She was wearing those damn boy-cut briefs again, her long legs stretched out endlessly in front of her, crossed at the ankles. She also wore a very familiar-looking flowered men's dress shirt, and had only bothered to button two buttons on it. 2-D tried not to notice the bronze skin of her midsection peeping out below the fastened buttons or the swell of her breasts where the flimsy shirt fabric clung to it. Her long tapered fingers held a cigarette which she brought slowly to her lips before exhaling and ashing in a bedside ashtray. "Hiya Toochie!" she offered brightly.

2-D instinctively grabbed the pack of cigarettes from his back pocket and patted his jeans to find his lighter. He slid a cigarette from the pack and swiftly lit it, desperate to calm his nerves and focus on something other than the woman in front of him. He looked around for somewhere to sit. Noodle gestured for him to join her on the futon, but he knew he'd never accomplish what he'd come to accomplish if he sat that close to her. Instead, he opted for a thread-bare armchair several feet from her.

Noodle looked at him curiously, waiting for him to speak.

He cleared his throat and tried to sort his jumbled thoughts. His eyes flicked over to hers, then swiftly away. "About the other night…" he began.

Her lips spread into a slow smile. "You change your mind?"

His black eyes widened and he immediately shook his head. "No!" he blurted. He again cleared his throat, then took a long pull from his cigarette, before calmly repeating, "No." He took a deep breath. "Listen, love…" He summoned his courage and looked squarely into her beautiful eyes. "What the hell even happened? My mind's blanker than usual."

The Japanese woman rolled her eyes, and pulled the headphones from around her neck, tossing them aside as she scooted to the edge of the futon and faced 2-D. "You don't remember?"

"Well…" He studied his cigarette for a moment, then looked back up. "I remember when we started dancing. Then… nothing 'till the next morning," he finished sheepishly.

The guitarist giggled. "Toochie, you're ridiculous." She lit a fresh cigarette then sighed. "I don't know what you're so worried about. We danced for ages, then we came home, split a joint in your room, talked for a while, then we both fell asleep in your bed. Nothin' naughty. Just sleep."

2-D rubbed the back of his neck nervously and glanced furtively at her, then away. "And uh…" His tongue felt thick and unwieldy all of a sudden. "The… the next morning, I um –"

Noodle swiftly cut him off. "Oh, that was all me," she said with a satisfied grin, clearly proud of her actions.

2-D's heart began to flutter erratically as he watched the guitarist get to her feet, and stalk towards him like a panther, her hips swaying hypnotically. He had the overwhelming sense that he was in danger and found himself contemplating how long it would take him to get to the door on a dead run.

"'D." She stopped in front of him. "'D, look at me," she commanded.

He swallowed and shifted his gaze from the door, forcing his black eyes to meet her emerald ones. _God, she's gorgeous_ , he found himself thinking.

She crossed her arms across her breasts, her stance defiant, a challenge. "Toochie, when I was in Japan, you know, after Plastic Beach… I missed you. A lot. And every time I'd go out with a guy, I'd find some flaw in them, you know? Something that made me decide they weren't good enough. And it happened over and over. And then one day, I figured it out." She bent down so her eyes were level with his. "I realized the problem was that none of them were _you_." She ran her finger along his jaw line before straightening up again.

He hoped she hadn't felt him shiver under her touch.

"Now look," she continued matter-of-factly, stubbing out her cigarette in an ashtray next to the chair. "We are two consenting adults. And I thought…" She paused and closed in on him, plucking his cigarette from his mouth and crushing it next to hers. She lifted one knee onto the chair, then the other, straddling an aghast 2-D, her knees on either side of his hips. She wound her arms around his neck and twisted a few strands of blue hair around one finger, settling herself onto his lap. "…I thought maybe we could try each other on for size," she finished, her voice dropping to a husky murmur.

She began to lower her head towards the singer's, but like a skittish doe he swiftly dodged the move. His mouth felt like it was full of cotton. "I can't," he rasped swiftly, placing a hand on Noodle's shoulder to slow her descent.

She rocked back slightly, pointedly grinding herself into the blatant evidence of 2-D's desire pressing against her. "Oh, I think you _can_ ," she purred with a smile, staring into his eyes, daring him to dismiss such obvious proof of his body's want.

The singer immediately turned a becoming shade of scarlet and scrambled to his feet without thinking, dumping Noodle unceremoniously on the floor, causing her to let out a little shriek. He looked down, realizing the consequences of his move and squeezed his eyes shut for a moment. "Christ, I'm sorry Noods," he muttered hurriedly, holding out a hand to help her up. "I was just –"

She smacked his hand away and got to her feet, eyes flashing angrily.

2-D visibly shrunk under her furious glare and immediately started trying to justify himself. "Look, Noods, I've known you since you were a little girl, and…"

"Goddamnit 'D, I'm twenty-seven years old!" she snapped back. "I am so sick and tired of you, and Russ, and Muds treating me like I'm a child!" She moved towards the singer, jabbing her finger into his chest. "Do you not think I'm mature enough to make my own decisions?" she barked.

"N-n-no! I mean yes!" 2-D stammered, taking a nervous step away from the guitarist's fury. "I think you are!"

Not willing to let up, she took another angry step towards him. "Then do you think I'm too stupid to make my own decisions?"

"W-What?" yelped 2-D. "Noods, no! No!" He again retreated and felt his back collide with the wall. He held his hands up in front of himself defensively as she continued to advance on him.

She brought her face close to his, and fixed him with narrowed eyes. "Toochie, I am a woman. A grown woman. And I am not some delicate flower or a fragile doll you can break. I am strong and grown and smart, and you are insulting all of those things right now."

"What?" he blurted again. "Noods, that is not what I'm trying to do! I know you're all of those things! I respect the hell out of you! So do Russ and Muds!" He grabbed her gently by the upper arms and took a deep breath. "But you can't blame us for trying to protect you. It's what we've always done."

She lowered her eyes momentarily, then looked back up at him through her lashes. "Well, I wish you would stop it sometimes," she ground out, her rage slightly dissipated.

2-D's lips quirked up slightly at the corners. "What if we agree that you protect me and I'll protect you?"

Noodle tried and failed to bite back her smile. She broke eye contact and looked at the ground. "You're an idiot," she muttered, unable to hide her amusement.

"That's why you love me," he quipped without thinking.

She looked up at him with her big liquid eyes and he felt his heart vibrate. He suddenly wished the room had more oxygen. "I do love you," she said quietly but firmly. "And I know you love me."

He sighed. Why was this so complicated? "Of course I do, Noods," he said with a reassuring grin. "Isn't that what I write in your birthday card every year? You're my best friend."

She took a deep breath and encircled his neck with her arms, moving her mouth imperceptibly closer to his. Her eyes darted between his lips and his eyes, blatantly telegraphing what she wanted. "Then why can't we do this?" she asked in a low voice.

He couldn't help looking at her lips too. "Because…" he began and immediately lost his train of thought. His hands were sliding slowly down her arms. What were the reasons again? What had he come here to say? "Because…" he tried again. "Uh… Muds would kill us?" She smelled so damn good, like baby powder and strawberries.

She stood on her tiptoes, her lips so close to his their breath mingled. "Since when do you care about making Muds mad?"

"I… I…" _Yeah, since when do you care?_ the little voice inside his head asked. Of their own volition, his hands left her arms and settled on her hips, and he realized with a start he was slowly pulling her closer to himself.

A grin of triumph began to grow on Noodle's face, his movements emboldening her. She toyed with the hair at the back of 2-D's neck, her soft fingers setting every nerve ending in his body on fire. She moved her lips to his ear. "Haven't you ever wondered what I taste like?" she purred, her voice pure aphrodisiac.

It was the end of his resolve. "Oh God, yes, love," he groaned softly, bringing one hand to the back of her neck and jerking her face to his. Lowering his head, his lips finally captured hers and he kissed her with the heat of a thousand wasted moments.

She sighed happily into his mouth and returned the passionate kiss for all she was worth. His tongue prodded at her lips and she eagerly opened her mouth to him, twisting her tongue with his as he explored the depths of her mouth.

It took only seconds for the guitarist's hands to begin tugging impatiently at his shirt hem. He swiftly snaked an arm around her waist and spun her so that she was now trapped between the wall and his body. He was going to make this last as long as he could. He grabbed both her wrists with one hand and pinned them above her head, relishing the surprised gasp that escaped her. With his free hand, he fisted his fingers in her silky black hair at the nape of her neck and pulled, dragging her head backwards to give him impossibly deeper access to her mouth. She nipped at his lower lip and he responded by capturing her tongue with his, sucking on it before releasing it to parry and thrust with his again.

He dragged his lips from hers, gasping for air, and began to kiss and lick his way down her neck. She squirmed beneath his mouth, pushing desperately against the hand still holding her hands above her head. Noodle had waited so long to feel him like this, to touch him, and she was desperate to know what his skin felt like beneath her fingertips.

When he began to trace a wet path across her collarbone with his tongue, she could no longer bear to be held back and she jerked her hands free, instantly grabbing at his head and burying her fingers in his soft blue locks. She pulled his lips back to hers, consuming him with a searing kiss, already addicted to his heady taste.

With both his hands now free, he reached beneath the shirt he knew belonged to him and encircled her tiny waist with his hands. His fingers began to make their way slowly up her back, tracing patterns along her spine, taking his time, feeling each vertebra as though he was attempting to memorize the landscape of her body.

He disengaged his lips from hers, and again set to work on her neck, spurred on by the little mewling sounds she was beginning to make. This time he blazed a path past her collarbone and dragged his tongue down her body to her cleavage, reveling in the salty taste of the skin between her breasts. With a practiced hand, he deftly undid the two buttons holding the shirt together as she clutched at his head. The garment slid off her shoulders and she hastily wiggled out of it until it dropped unheeded to the floor of her bedroom.

"Jesus, 'D," she murmured, her head thrown back and her eyes closed.

He looked up at her from his spot between her breasts and felt light-headed. She was the most beautiful thing he had ever seen.

Her hands again sought out the hem of his shirt, and this time he was happy to let her pull it over his head, her palms skimming over the hard angles of his chest as she pushed the fabric up his body. He paused briefly in his caresses to allow her to pull the shirt over his head and down his arms, then immediately returned his mouth to her body once the garment was out of the way.

Feeling her tugging his head back towards hers, he straightened up slowly, branding her skin with a fiery line of kisses as he made his way back to her lips. Before he could get there, though, she grabbed at his hips, yanking his middle towards her while his upper body tilted back. He looked at her curiously, a grin playing about his lips, and she licked her lips like a hungry tiger. _Holy God,_ he thought, swallowing.

She now brought her lips to his shoulder and nipped at him ravenously. Her fingers ran rampantly over his chest as she alternately kissed and sucked at his skin. She delicately traced scars and the valleys between his ribs, both hands working together to map an expanse of skin she had long wanted to touch. As her small hands danced lower, her mouth moved lower too, kissing a path to his nipple before running her tongue across it. He shivered involuntarily as he watched in fascination.

Her fingers slid down his hip bones, the ridges of his pelvis pointing towards her goal. She reveled in the springy hair trailing from his naval and disappearing into his pants as it tickled her skin. She reached for his belt, but he was quick to grab her shoulders and yank her back up along his body.

She looked at him with a mischievous glint in her emerald eyes. "Aww," she pouted.

"Not yet," he growled, claiming her with another kiss as his fingers sought out her bra clasp.

It took only seconds for him to unhook the undergarment and flick it from her body. Noodle gasped as the cool air flowed across her exposed skin, and 2D pulled away from her to take her in. He was awestruck. She was perfect.

He lowered his head to one breast and drew it into his mouth, sucking, tongue flicking at the hardened nipple. He reached for her other breast and ran his thumb across its centre before taking the nipple between his thumb and forefinger and rolling it slowly.

Noodle's fingers twisted almost painfully in his hair as a moan escaped her. The ache between her legs grew infinitely hotter as he grazed his teeth gently across one nipple, then moved his mouth to the other. She barely recognized her own voice as she rasped, "'D, please… oh God… I need…"

The singer grinned against her as he looked up and watched the typically eloquent guitarist fail to put together a coherent sentence. The knowledge that he was responsible for her mindless moans only intensified the throbbing he felt in his jeans. He wanted to watch her melt down again and again, and hoped like hell he'd be able to hold out as long as it took.

Feeling her claw at his shoulders, he straightened and returned once again to her lips before detouring over to her ear, tracing the outer shell with his tongue, then sucking on the lobe.

Longing to feel more of him, Noodle reached for his belt, swiftly unbuckling it before he could stop her. She thrust her hand into his jeans and rubbed his erection through the fabric of his boxer briefs. Electric shockwaves travelled down her spine when she heard his throaty groan in response to her touch.

Wanting to regain control, 2-D cupped Noodle's rear end in both hands and lifted her off the ground. A surprised, "oh!" escaped her mouth and she swiftly wound her arms around his neck, her legs instinctively wrapping around his slender hips. He watched as a positively devious grin spread across her face and realized too late his plan for control had backfired: she began to grind herself against his groin, her shorts and his jeans all that stood between skin-to-skin contact. She threw her head back with delight as she rubbed herself her against his hard ridge pulsing within its denim prison, and he looked around frantically for somewhere to set her down. He was terrified he would erupt like some teenager experiencing his first dry hump and he couldn't bear the idea of not watching her explode first.

His eyes fell upon the guitarist's dresser, and he stumbled towards it, swiping his arm across the top of it, sending knick-knacks, makeup, and several vinyl records tumbling onto the floor. With the surface clear, he deposited Noodle onto it, quickly angling his pelvis away from her to escape her sensual gyrations. She stared up at him expectantly, her pert breasts rosy from his ministrations, her lips swollen from his kisses. He grinned at her, flashing his gap-toothed smile, and reached for the band of her shorts. He hooked his long fingers into the garment on either side of her and slowly dragged them down, deliberately taking his time, wanting to draw out the moment. She lifted her hips slightly off the dresser to allow him to fully remove the shorts, then impatiently kicked them off her long legs before 2-D could stop her.

And there she was. At last. Completely naked and beautiful and vulnerable and right in front of him. And waiting for him to decide what was next. His eyes swept over her with a reverence that made her blush prettily, but also with a raw desire that threatened to consume them both. "Jesus, Noods…" he breathed, running a hand along her hip. Unable to help himself, he leaned down and licked her stomach, his hot breath caressing her as he then pressed kisses into her skin. He looked back up at her as his mouth began to move lower. "You're stunning," he murmured.

Suddenly feeling strangely shy, she looked away. "Shut up," she said with a smile.

He smirked back at her and continued moving lower still. Her smile was replaced by a gasp, however, when he placed his hands on her inner thighs and pushed them apart, before kneeling and slinging one of her legs over his shoulder. She quivered with anticipation as he ran his fingertips through the soft curls at the apex of her thighs. Using his index and middle fingers, he spread her folds apart, her soft cry reaching his ears. Like a dying man in a desert, he at last brought his tongue to her and tasted her at her very core. Spurred on by her moans, he licked and sucked, lapping and savoring her. It was the sweetest ambrosia he had ever tasted. When his tongue began to thrust in and out of her, her fingers fisted in his hair, her nails raking his scalp. "Oh my God, 'D, oh my God," she rasped, her breathing shallow and rapid. Her legs began to tremble as release built inside her, a growing aura pulsing at her centre and spreading outward to the tips of her fingers and toes. She squeezed her eyes shut, afraid she might combust. It was too much, it was too good…

When his tongue sought out the hidden bud beneath her innermost folds and dragged across it, she was done. As he swirled his tongue around it then gently grazed his teeth over it, she cried out with the force of the powerful climax that ripped through her. Shouting his name, her body twitched and spasmed as an extraordinary release flooded through her. As she rode the waves of her pleasure, 2-D did not let up, using his tongue to extend her climax, reveling in how good he was making her feel.

After a time, her breathing slowed and the singer could tell she was finding her way back to earth. He stood and leaned over her, staring into her now-glassy eyes. He lowered his head and brushed his lips lightly over hers. "You taste incredible," he whispered, watching with delight as she turned a deep shade of pink. She opened her mouth to respond, but before she could, he slid his middle and ring fingers inside her.

Her eyes immediately widened with shock, her whole body stiffening and a throaty moan escaping her. "Fuck, 'D," she whimpered. Her whole body was still so sensitive from her orgasm, the sensation his fingers were creating was very nearly overwhelming.

"Hold on, love," he murmured as he crooked his fingers deep inside her and felt the soft give of the most sensitive part of her. He brought his lips down over hers as her eyes grew impossibly wider, and he swallowed her shriek of pure ecstasy. It was somewhere she had never been touched before, and the feeling was positively explosive.

The guitarist tasted herself on his tongue as her hands flailed about, looking for something, anything, to hold on to as reality began to dissolve in front of her. She ultimately settled on the man driving her mad with pleasure, and her nails dug into his back, painting scratches across his shoulder blades as he continued his magic trick inside her.

He pulled his lips away from hers and buried his head in the crook of her neck, inhaling her scent. With nothing to quiet her anymore, her moans echoed around the room. "Oh, fuck, 'D, oh my God… oh my God, oh, that's _sooooo_ good… God, please, please…" She was bordering on delirious when the singer used his thumb to rub at the tiny, sensitive button hidden beneath her curls. He immediately felt her convulse around his fingers as her second orgasm blindsided her. She cried out with pure bliss, his name tumbling from her mouth like an offering to the Gods. She clutched at him as though she were drowning, her climax hitting every nerve ending, every cell in her whole body.

2-D watched her flash and combust into a thousand points of light, and knew he could not hold out much longer. He was ready to bury himself inside her, to feel her all around him, to know how she looked, how she tasted, how she sounded, when he was driving into her. He slid his fingers from her and grabbed her around the waist, lifting her off the dresser. Her breathing was ragged, her eyes closed as she tried to claw her way back from the mist of ecstasy.

He walked until his toes bumped against the futon on the floor, and he dropped swiftly to his knees, still holding Noodle. He leaned back slightly and found himself staring into her eyes. Her face was flushed and her glossy hair was tangled, and when a lazy, sated grin crossed her face, he felt like the king of the universe.

She leaned forward and kissed his jawline, tracing it all the way back to his ear, where she whispered, "Pretty sure it's your turn now." Disentangling herself from him, she scooted back slightly. Her elegant fingers made a beeline for his pants, swiftly unbuttoning them before dragging them down his hips, then pushing them down his thighs. He kicked them off the rest of the way, and when his eyes returned to Noodle, he found her staring at his boxer briefs, eyeing the substantial bulge straining at the thin fabric. He cleared his throat, blushing slightly, and when she tore her eyes away and looked back at his, his breath hitched at the heat in her gaze. She blatantly licked her lips and he tried desperately to think of every unsexy thing he could to slow his pulse. Greedily, the guitarist yanked at his underwear, forcing it down, allowing him to spring free. He quickly finished removing the garment, tossing it into some unknown corner of the room.

Grinning like the Cheshire Cat, Noodle pushed against his chest with her fingertips, and he hesitantly complied by laying back, knowing it would take everything he had not to lose it if she did what he was pretty sure she was about to do.

She pushed herself up so she was on all fours and moved over his body. She leaned down, and he shuddered as he felt her warm breath float over his erection. With a devious grin, her tongue flicked out and she dragged it across and around the tip of him, before taking him into her mouth completely. Slowly, deliberately, she began to bob up and down on him, bringing him in so far he nearly touched the back of her throat.

As she increased her speed, his hands balled into fists and he tried to think of anything other than the unbelievable pleasure she was bringing him in this moment, but it was impossible. She was doing things with her tongue and teeth that he'd never felt before, and she moved with an enthusiasm no woman had ever shown him before. He felt his release building in the pit of his stomach, and he knew if he didn't stop things now, he'd never get to give her the finish she deserved. But it was so goddamned _good_ … "Oi, Noods… ah, fuck…" he rasped. She looked up at him with her wide emerald eyes: he nearly gasped at the smoldering gaze she fixed on him as he watched himself disappear into her mouth and he knew he could not take one second more.

He roughly grabbed her by the shoulders and yanked her up his body. After a brief squeak of surprise, she swiftly sought out his lips and kissed him as deeply as she could. He ran his fingers up her spine and rolled her onto her back, taking control of the kiss, still marveling at her taste, how good her lips felt under his. She instinctively parted her legs and he positioned himself at her entrance. It felt like he'd been waiting his whole life for this, and when he gently brushed her hair from her eyes and smiled down at her, her eyes told him she'd been waiting too. His tip brushed against her core, and he paused, savouring the moment. Noodle. His Noodle. Gorgeous and naked and waiting for him to bring her to the precipice, scratching her nails down his back with desperate need, wanting him as badly as he wanted her.

"'D…" Noodle breathed in his ear, wrapping her legs around his hips. "'D, I need… God, please, now, 'D. I want… I want you inside me." She punctuated her words by running her tongue along his ear, and with a throaty groan, he finally buried himself inside her with one powerful thrust.

Noodle sucked in a long breath of air and bucked up into him immediately, a moan of pure pleasure tumbling from her lips. "Oh yessss…" she hissed, closing her eyes and tightening her legs around him.

2-D clenched his fists as he began to roll his hips into her with long, languid thrusts, reveling in the feeling of her wrapped around him. She was so tight, her walls gripping him, pulling him in further. Beads of sweat broke out on his forehead as he concentrated on his movements. He began to alternate between driving into her with hard, pounding thrusts and slow leisurely ones, building her pleasure, bringing her to the edge, then backing her down a little, until she was gasping and begging for release.

At last he was ready to let her fall into the abyss and dive in after her. He leveraged himself up and began to piston into her with steady, reckless abandon. She met each of his movements by thrusting up into him, bringing him ever deeper, ever further. Their skin slapped together as their moans and gasps became louder, mingling together and permeating the room. Noodle wrapped her legs as tightly as she could around 2-D, her thighs trembling, her heels digging into his backside. Faster and faster he moved in her, caressing her breasts with one calloused hand, staring at her face as though it was a monument to everything strong and beautiful in the world. "Open your eyes, Noods," he whispered between labored breaths.

Her long lashes fluttered open and she stared at him, emerald connecting with black, and she smiled a genuine smile of love and warmth. It lasted only a moment before her jaw went slack and she was gasping for breath again, overwhelmed with pleasure, but she kept her eyes locked on his. A white-hot heat had built inside her and each powerful collision with the singer brought her ever closer to the mindless oblivion she'd waited so long to find with him.

Without breaking their rhythm, Noodle lifted her head and licked his collarbone, delighting in the salty taste of his sweat-slicked skin. He groaned and pinched her nipple, then reached between their bodies and found the tiny bud beneath her folds. He rubbed it in time with their movements and moved his lips to her ear, murmuring, "Let go, love. Let go."

She cried out with ecstasy, chanting his name, and he felt her spasm around him, milking him. He drew her orgasm out with several more thrusts, then finally allowed himself to fall off the cliff with her, exploding inside her with her name on his lips, feeling every nerve in his being fire at once, giving in to the sensation entirely as his mind went completely blank and absolute release flooded every part of his body. He collapsed forward under the force of his climax, though he was careful to prop himself up enough so that his full weight didn't crash down on Noodle.

Aware of nothing else in the world but his guitarist, he wrapped his long arms around her and rolled onto his back, bringing her with him, still inside her. She lay half on his chest, completely spent, sucking in huge gulps of air as she listened to his heart pound erratically beneath her ear.

They floated in each other's arms for a good long while as they both tried to remember the real world and comprehend the sheer bliss they had just experienced. For 2-D, it was like no other encounter he had ever had in his life; he had never surrendered so completely to a woman, never wanted to please a woman so badly before, never felt so aroused by someone else's pleasure.

When their breathing finally returned to normal, he carefully slipped from her, intertwining his legs with hers. From her position on his chest, she looked up at him with a contented smile. She said nothing, just stared at him, grinning. He stared back, until he began to feel self conscious under her gaze. Confused by her continued silence, he eventually asked, "What?"

Noodle's smile only grew bigger and she licked her lips. "That," she breathed. "Was fucking incredible."

His tense shoulders relaxed and he smiled warmly at the beautiful woman in his arms. "It was, wasn't it?" he asked, smoothing her tousled hair gently, amazed at how silky it felt sliding through his fingers. "Why'd we wait so long?"

She rolled her eyes then reached down and pinched his hip, causing him to yelp. "You tell me, Toochie. I was ready to go ages ago."

He grinned his wide, gapped-tooth smile. "Oh, yeah."

She sighed contentedly and curled into his side, resting her cheek against him and idly running her fingertips over the sprinkling of springy hairs on his chest. "Can we do this again?" she asked, eyes closed and voice growing thick with sleep.

The singer chuckled, running one hand over her hip while the other sought out her hand and intertwined their fingers. "Uh, I might need another twenty minutes or so…" he offered with a smirk.

Her eyes fluttered open and she shot him a withering look. "That's not what I meant and you know it," she huffed.

"Oh, you mean, like, in the future?" he asked. He started to toss off a sarcastic remark, then stopped. Could they? Could this become an on-going thing, a regular thing, a … _relationship_ thing? He felt old anxieties building in him, his brain frantically conjuring up horrifying conversations he was going to have to have with Russ and Muds and… _they are going to beat the shit out of me._ Catastrophic images flooded his brain, and suddenly all he could see was all the ways the whole thing could go wrong: he'd lose the band, he'd lose his friends, he'd lose his music, he'd lose… her.

"Toochie?"

Her voice pierced through the veil of doom settling over him, a lighthouse in a growing cloud of terror. She shimmied up his body and took hold of his chin with her thumb and forefinger. "Toochie," she repeated, more sternly this time.

He brought his eyes to hers and blinked a few times, feeling the weight of her body on his, the reassuring squeeze of her fingers laced with his, the silky feel of her legs gliding lightly against his as she shifted. Her emerald eyes beckoned him back to reality, back to the pure, undiluted joy he could be reveling in right now, if he could just get out of his own head. He stared into her face and smiled reassuringly, trying to fight back his fears, if only for her sake.

Her brows knitted together with concern. "Where'd you go?" she asked.

He sighed and tapped his free hand against his temple. "Sorry love," he returned. "It's a bit of a mess in here."

The guitarist's lips quirked up at the corners. "One of my favourite things about you," she murmured, laying her hand against his cheek.

The effect was immediately calming, and 2-D dipped his head, pressing his lips to hers before laying his head back against the pillow as she nuzzled into his chest with a contented sigh. He marveled at how perfectly she fit against him, at how right it felt to drift off to sleep with her naked in his arms, thinking about how incredible it would feel to wake up next to her, to surface from sleep only to start exploring her body again…

Somewhere downstairs he heard a door slam open and reality rushed up to greet him. _Fuck, I can't sleep here. What if Muds and Russ find me? How am I gonna explain this? How will she? Shit, I gotta-_

"Stuart?" The sweet voice of the woman he loved derailed his train of thought. She'd felt him tense up and was now looking up at him once again, eyes half-lidded as she tried to fight the sleep swiftly descending on her.

"Noods," he began, swallowing past a lump in his throat, fidgeting with a lock of her hair, trying to mentally smother his anxieties. She cocked her head as she looked up at him intently, and he felt almost sheepish under her gaze. "Noods, what if… what if this doesn't work?"

A wide grin split her face and she lowered her head back down onto his chest, closing her eyes, ready for sleep to take her. "Toochie," she said drowsily, yet matter-of-factly. "What if it does?"

His thick eyebrows lifted as he tried to give himself permission to imagine a world where he and his guitarist worked. And as he did, the anxiety demon inside his brain lost its grip a little and began to slide away, if only by a fraction.

But it was enough for now. It was enough to allow him to conjure up a world in his head where maybe things worked out for the two of them and they got to find happiness together, and things went on better than they were before because they had each other and everyone was okay with that.

As the promise of sleep began to seep through his body and his heartbeat synced up with hers, 2-D's last thought as he drifted off was a hopeful one:

 _What if it does?_


End file.
